Performance of Services. The Officer’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA. (b) While the Officer is employed by the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary. (c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission. (d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder. (e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company. (f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.), Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company Employer shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Officer Executive during the Agreement Term (as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by defined below). During the parties (the date of commencement of employmentAgreement Term, the “Effective Date”). In addition, the Officer Executive shall serve as the President and Chief Medical Executive Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer Agreement Term, while the Executive is employed by the CompanyEmployer, the Officer Board of Directors of the Parent Company (the “Board”) shall use its best efforts to cause the Executive to be elected as a member of the Board.
(c) During the Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s headquarters in Los Angeles County, California. However, if the Parent Company relocates its headquarters to Orange County, California, the parties agree that the Executive’s main office will be relocated to such headquarters in Orange County, California.
(d) During the Agreement Term, while the Executive is employed by the Employer, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Officer. The Executive Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryParent Corporation.
(ce) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive’s duties may include providing services for the Parent Company and the Board of Directors of Subsidiaries (as defined below), as determined by the Company (Board; provided that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Chief Medical OfficerParent Company. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ef) The OfficerNotwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of the Executive’s employment duties under this Agreement, or conflict in any material way with the Company shall be “at-will”, which means that either the Officer business of the Parent Company may terminate or any Subsidiary; provided, however, that the Officer’s employment at Executive shall not serve on the board of any timebusiness, for hold any reasonother position with any business, or for no reasonotherwise engage in any business activity, by providing notice thereof to without the other party, subject consent of the Board.
(g) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges Executive shall be considered “Disabled” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities.
(h) The Agreement shall become effective on the “Effective Date,” which shall be the date of the closing of the initial public offering of the common stock of the Parent Company (the “Public Offering Date”), if the Executive is employed by the Employer on that date. However, if the Public Offering Date does not occur before September 30, 2004, or if the Executive is not employed by the Employer on the Public Offering Date, this Agreement will be void.
(i) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year anniversary of the Effective Date. Thereafter, as of the date the Agreement does not constitute a contract of employment for any particular period of Term (as it may be extended from time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reasontime under this paragraph) would otherwise end, the Officer Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to each of the others at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal. A Notice of Termination shall be deemed to have resigned, constitute a notice of non-renewal under this paragraph (i) to be effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyearliest date permitted under this paragraph (i).
(fj) The Officer agrees to abide For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rulesParent Company (or a successor to the Parent Company), regulations, instructions, personnel practices and policies of including the Company and any changes therein which may be adopted from time to time by the CompanyEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Aames Investment Corp), Employment Agreement (Aames Investment Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its chief executive officer, with the title of Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31and the Executive hereby agrees to accept such employment during the Agreement Term. During the Agreement Term, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer while he is employed by the Company, the Officer Executive shall be nominated for election to the Board of Trustees of the Company (the “Board”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(j)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall initially be the period beginning on the Effective Date and ending on December 31, 2009. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2009 or by October 1 of any succeeding year, if applicable.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and to the best of his abilities subject to the directions of the Board. The Officer mayExecutive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, serve on outside Boardsthat the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of chief executive officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including management of his personal investments and activities involving professional, charitable, educational, religious and similar types of organizations, to the extent that such other activities do not materially not, in the reasonable judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderSubsidiary.
(e) The OfficerCompany shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be “at-will”, required to pay any amounts under this paragraph except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as to which means it shall ultimately be determined by a court of competent jurisdiction that either the Officer of Executive is not entitled to indemnification by the Company and any other undertaking required by law. The Executive will be covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any action may terminate be brought against the Officer’s employment at any timeExecutive related to the matters above, so long as the Company maintains such coverage for any reason, director or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Republic Property Trust), Employment Agreement (Republic Property Trust)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as Executive in the position of Senior Vice President, Strategy and Planning of the Company and of its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon parent company Quark Biotech Inc. (“Quark”) and the Executive hereby agrees to remain employed by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters Company in Cambridge, MAsuch position.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full business timetime and best efforts, energies and talents to serving as its Chief Medical Officer. The Officer maythe Company and shall not be engaged in any other employment nor engage in any other business activities for any other person, however, serve on outside Boards, to firm or company without the extent that such activities do not materially inhibit or prohibit the performance prior written consent of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryCompany.
(c) The Executive shall report to the Chief Executive Officer serves as a Section 16 officer of the company subject Company and of Quark (the “CEO”) and shall perform the duties, undertake the responsibilities and exercise the authority customary for an employee in the Executive’s position and shall perform such additional duties as may be assigned to him by the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionCEO.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions direction of the Chief Executive Officer (“CEO”) and the Board of Directors of . The Executive’s duties shall include providing services for both the Company and its Affiliates (as defined below) as determined by the Company. For purposes of this Agreement, the term “Board”). The Officer Affiliate” shall notmean Quark and any corporation, without her consentpartnership, be assigned tasks that would be inconsistent with those of joint venture or other entity in which at least a fifty percent interest in such entity is owned, directly or indirectly, by Quark or the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(e) The OfficerExecutive’s place of employment shall be in Israel, provided that the Company may require the Executive to travel outside Israel in order to fulfill her duties with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreementand Quark. The Officer acknowledges that the Agreement does not constitute a contract Executive may perform part of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyher duties at home.
(f) The Officer Executive’s position is a “senior managerial position”, as defined in the Israeli Work and Rest Hours Law, 1951, and requires a high level of trust. Accordingly, the provisions of said law shall not apply to the Executive and the Executive agrees that she may be required to abide by work beyond the reasonable and lawful rules, regulations, instructions, personnel practices and policies regular working hours of the Company Company, for no additional compensation other than as specified in this Agreement.
(g) The employment of the Executive under this Agreement shall commence on the Effective Date and any changes therein which may be adopted from time to time by shall continue until terminated in accordance with the Companyprovisions of Section 5 below (the “Employment Period”).
Appears in 2 contracts
Samples: Employment Agreement (Quark Pharmaceuticals Inc), Employment Agreement (Quark Pharmaceuticals Inc)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its President of Global Development.
(b) The Executive shall report to the Chief Medical OfficerExecutive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer mayof the Company. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), howeveras determined by the Board of Trustees of the Company (the “Board”); provided, serve that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President of Global Development. The Executive shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionBoard.
(d) The Officer agrees that she For purposes of this Agreement, the term “Subsidiary” shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report or a successor to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany).
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Prologis), Employment Agreement (Prologis)
Performance of Services. The OfficerExecutive’s employment with the Company Employer shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Officer Executive during the Agreement Term (as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by defined below). During the parties (the date of commencement of employmentAgreement Term, the “Effective Date”). In addition, the Officer Executive shall serve as the President and Chief Medical Executive Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer Agreement Term, while the Executive is employed by the CompanyEmployer, the Officer Board of Directors of the Parent Company (the “Board”) shall use its best efforts to cause the Executive to be elected as a member of the Board.
(c) During the Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s headquarters in Los Angeles County, California. However, if the Parent Company relocates its headquarters to Orange County, California, the parties agree that the Executive’s main office will be relocated to such headquarters in Orange County, California.
(d) During the Agreement Term, while the Executive is employed by the Employer, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Officer. The Executive Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business Employer and of the Company or any subsidiaryParent Corporation.
(ce) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive’s duties may include providing services for the Parent Company and the Board of Directors of Subsidiaries (as defined below), as determined by the Company (Board; provided that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Chief Medical OfficerParent Company. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ef) The OfficerNotwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of the Executive’s employment duties under this Agreement, or conflict in any material way with the Company shall be “at-will”, which means that either the Officer business of the Parent Company may terminate or any Subsidiary; provided, however, that the Officer’s employment at Executive shall not serve on the board of any timebusiness, for hold any reasonother position with any business, or for no reasonotherwise engage in any business activity, by providing notice thereof to without the other party, subject consent of the Board.
(g) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges Executive shall be considered “Disabled” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities.
(h) The Agreement shall become effective on the “Effective Date,” which shall be the date of the closing of the initial public offering of the common stock of the Parent Company (the “Public Offering Date”), if the Executive is employed by the Employer on that date. However, if the Executive is not employed by the Employer on the Public Offering Date, this Agreement will be void.
(i) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year anniversary of the Effective Date. Thereafter, as of the date the Agreement does not constitute a contract of employment for any particular period of Term (as it may be extended from time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reasontime under this paragraph) would otherwise end, the Officer Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to each of the others at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal. A Notice of Termination shall be deemed to have resigned, constitute a notice of non-renewal under this paragraph (i) to be effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyearliest date permitted under this paragraph (i).
(fj) The Officer agrees to abide For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rulesParent Company (or a successor to the Parent Company), regulations, instructions, personnel practices and policies of including the Company and any changes therein which may be adopted from time to time by the CompanyEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Aames Investment Corp), Employment Agreement (Aames Investment Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its the President and Chief Medical OfficerOperating Officer of the Company.
(b) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer mayof the Company. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), howeveras determined by the Board; provided, serve that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of the President and Chief Operating Officer of the Company. The Executive shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall not serve on the board of any for profit business, or hold any other position with any business, without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionBoard.
(d) The Officer agrees that she For purposes of this Agreement, the term “Subsidiary” shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report or a successor to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany).
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Prologis), Employment Agreement (Prologis)
Performance of Services. The OfficerExecutive’s employment with the Company Employer shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Officer Executive during the Agreement Term (as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by defined below). During the parties (the date of commencement of employmentAgreement Term, the “Effective Date”). In addition, the Officer Executive shall serve as the President and Chief Medical Operating Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s office in Orange County, California.
(c) During the Agreement Term, while the Executive is employed by the Employer, the Officer Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Officer. The Operating Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business Employer and of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionParent Corporation.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and or the Board of Directors of the Company Parent Corporation (the “Board”). The Officer shall notExecutive’s duties may include providing services for the Parent Company and the Subsidiaries (as defined below), without her consent, be assigned tasks that would be inconsistent with those of as determined by the Chief Medical OfficerExecutive Officer or the Board. The Officer Executive shall report to the CEO Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(e) The OfficerNotwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of the Executive’s employment duties under this Agreement, or conflict in any material way with the Company shall be “at-will”, which means that either the Officer business of the Parent Company may terminate or any Subsidiary; provided, however, that the Officer’s employment at Executive shall not serve on the board of any timebusiness, for hold any reasonother position with any business, or for no reasonotherwise engage in any business activity, by providing notice thereof to without the other party, subject consent of the Board.
(f) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered “Disabled” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time dispute as to whether the Executive is Disabled or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reasonPermanently Disabled, the Officer shall be deemed Board may refer the same to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the CompanyBoard’s choice, and reasonably acceptable to the Executive, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities.
(fg) The Officer agrees to abide “Agreement Term” shall be the period beginning on the Effective Date and ending on the two year anniversary of the Effective Date.
(h) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rulesParent Company (or a successor to the Parent Company), regulations, instructions, personnel practices and policies of including the Company and any changes therein which may be adopted from time to time by the CompanyEmployer.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its chief executive officer, with the titles of President and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31and the Executive hereby agrees to accept such employment during the Agreement Term. During the Agreement Term, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer while he is employed by the Company, the Officer Executive shall be nominated for election to the Board of Directors of the Company (the “Board”), so long as he is Chief Executive Officer. The Executive is also currently Chairman of the Board and shall continue in such role until the Executive or Company otherwise determines. The “Agreement Term” shall be the period beginning on the Effective Date and ending on December 31, 2014.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and to the best of his abilities subject to the directions of the Board. The Officer mayExecutive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, serve that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).
(d) Notwithstanding the foregoing provisions of this paragraph 1, or any other provision of this Agreement, during the Agreement Term, the Executive may continue as a director of those entities of which he is a member of the board of directors as of the Effective Date as listed on outside BoardsSchedule 1. In addition, notwithstanding the foregoing provisions of this paragraph 1, or any other provision of this Agreement, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including investment in, management of and engagement in businesses set forth on Schedule 2 and similar or related entities, management of his personal investments and activities involving professional, charitable, educational, religious and similar types of organizations, to the extent that such other activities do not materially not, in the reasonable judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall obtain approval of the company subject Board prior to nomination or seeking election to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section board of the Securities and Exchange Act directors of 1934, as amendedany company not listed on Schedule 1, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she such approval shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, not be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderunreasonably withheld.
(e) The OfficerCompany shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigating and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to pay any amounts under this paragraph except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company. The Executive will be covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any action may be brought against the Executive related to the matters above, so long as the Company maintains such coverage for any director or officer of the Company. The Company’s obligations under this paragraph 1(e) shall survive termination or expiration of this Agreement and any termination of Executive’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyits affiliates.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Strategic Hotels & Resorts, Inc)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chairman, Chief Medical OfficerExecutive Officer and President during the Agreement Term (as defined below), commencing January 31, 2015 or and the Executive hereby agrees to serve in such other date as may be mutually agreed upon by capacity during the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Board of Directors of the Company (the “Board”) shall use its best efforts to cause the Executive to be reelected as a member of the Board. It is understood by the parties that, pursuant to its fiduciary responsibilities, duty of care and obligations with respect to corporate governance, the Board may determine that it is appropriate for the position of Chairman of the Board to be held by a director who is not an employee or officer of the Company. If two-thirds of the Board affirmatively vote at a meeting of the Board called and held for such purpose that it is appropriate to separate the positions of Chairman and CEO, notwithstanding any other provisions of the Agreement, the occurrence of such a determination by the Board resulting in the failure of the Executive to be reelected as the Chairman of the Board will not constitute Good Reason or a breach of this Agreement, provided that Executive concurs with the decision. In addition, this determination will not result in any change to the Executive’s remuneration under the terms of this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board, and the Executive shall have the authority and duty generally to supervise and direct the business of the Company, subject only to the control and direction of the Board. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below) as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chairman, President and Chief Executive Officer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are set forth in the Company’s Bylaws and as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its Chairman, President and Chief Medical Executive Officer. The Officer mayExecutive will exert his best efforts in the performance of his duties as an employee of the Company and will remain loyal to the Company during the term of his employment.
(e) The Executive may be asked to submit to drug testing as a condition of continued employment and consents to such testing as determined by the Company to be appropriate.
(f) The Executive will comply with the Company’s Code of Conduct. The Board has the right to make and enforce any other rules and regulations generally applicable to other senior officers that will govern Executive’s employment provided that they are not contrary to the Agreement.
(g) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, howeverfidelity, serve and allegiance to act at all times in the best interests of the Company and its shareholders, in accordance with Delaware law. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
(h) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations (as limited by the Company’s Corporate Governance Guidelines), and similar types of activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiarySubsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board.
(ci) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered “Disabled” during any period in which he has a physical or mental disability which renders him incapable of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time dispute as to whether the Executive is Disabled or impose on Permanently Disabled (as defined in paragraph 3(b)), the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company’s choice and reasonably acceptable to the Executive, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.
(fj) The Officer agrees “Agreement Term” shall be determined as follows:
(i) The Agreement Term shall begin as of the Effective Date.
(ii) The Agreement Term shall end on the two-year anniversary of the Effective Date; provided that, subject to abide subparagraph (iii) below, beginning on the Effective Date, the Agreement Term shall, on a daily basis, be automatically extended by one day. As a result of this day-to-day extension, and subject to subparagraph (iii) below, at any time after the Effective Date, the Agreement Term shall be two years. Notwithstanding the foregoing, the Agreement Term will in no case extend beyond January 30, 2016.
(iii) Either party may, at any time during the Agreement Term, cease the automatic extensions otherwise provided in subparagraph (ii) above, by delivery to the other party of written notice of such cessation. Such cessation of extensions will not be effective earlier than the date of delivery of such notice. For the avoidance of doubt, the end of the Agreement Term shall not be less than two years following the delivery of the written notice of cessation referred to in this subparagraph (iii). No amounts shall be payable under paragraph 4 by reason of the end of the Agreement Term or termination of the Executive’s employment on or after January 30, 2016; provided, however, that the foregoing shall not prevent the Executive from receiving benefits (salary through date of termination, earned but unpaid bonus amounts as provided in Section 4(a), Pension as provided in Section 2(g), and other benefits in the nature of those provided in Section 4(a)) to the extent otherwise payable commencing following the end of employment.
(k) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall continue to devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(cb) The Officer serves as a Section 16 officer of the company subject Executive shall continue to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject report to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors Trustees of the Company (the “Board”). The Officer Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of a chief executive officer of a comparable company to the Chief Medical OfficerCompany. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ec) The Officer’s employment Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, interfere with the Company shall be “at-will”performance of the Executive’s duties under this Agreement, which means that either violate the Officer terms of any of the covenants contained in paragraph 8 or 9 hereof or otherwise conflict in any material way with the business of the Company may terminate or any Subsidiary; provided, however, that the Officer’s employment at Executive shall not serve on the board of any time, for any reasonbusiness, or for no reasonhold any other position with any business, by providing notice thereof to without the other party, subject to prior consent of a majority of the terms nonemployee members of the Board.
(d) For purposes of this Agreement. The Officer acknowledges that , the Agreement does not constitute term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a contract of employment for any particular period of time fifty percent (50%) interest in such entity is owned, directly or impose on indirectly, by the Company any obligation (or a successor to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerVice President, commencing January 31, 2015 or such other date Production Operations during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President, Production Operations. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerVice President, commencing January 31, 2015 or such other date Engineering during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President, Engineering. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement the Company during the Agreement Term. This Agreement does not constitute a guarantee of continued employment but instead provides for certain rights and benefits for the Executive during his employment, and in the “Effective Date”). In addition, event his employment with the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, Company terminates under the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAcircumstances described herein.
(b) While During the Officer Agreement Term, while he is employed by the Company, the Officer Executive shall be a member of the Board of Directors of the Company (the "Board") and of such Affiliates as the Board may require from time to time. The Executive shall resign without claim for compensation from office as a director of any such Affiliates (excluding the Company prior to the Executive's Date of Termination) at any time on request by the Company, which resignation shall not effect the continuance in any way of this Agreement unless such request constitutes Constructive Discharge pursuant to paragraph 3(d).
(c) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer and use his reasonable endeavors to promote and protect the interests of the Company and its Affiliates. The Executive's principal place of work shall be the offices of the Company in the London, England metropolitan area. The Executive may be required to travel both inside and outside the UK on the business of the Company or the Affiliates.
(d) The Executive agrees that he shall perform his duties faithfully and efficiently and in accordance with the directions of the Board. The Executive's duties may include providing services for both the Company and the Affiliates (as defined below), as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chief Executive Officer. The Officer mayExecutive shall report to the Board and shall have such authority, howeverpower, serve responsibilities and duties as are assigned to him by the Board or are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(e) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiaryAffiliate; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board.
(cf) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Incapacitated. The Officer acknowledges that Executive shall be considered "Incapacitated" during any period in which he is prevented by ill health or accident, after reasonable accommodation, from performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time dispute as to whether the Executive is Incapacitated or impose on Permanently Incapacitated, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company's choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Incapacitated, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(fg) The Officer agrees to abide by "Agreement Term" shall be the reasonable period beginning on February 10, 2002 (the "Employment Commencement Date") and lawful rulesending on December 31, regulations2003. Thereafter, instructions, personnel practices and policies as of the Company and any changes therein which date the Agreement Term (as it may be adopted extended from time to time by under this paragraph) would otherwise end, the Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to the other at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal.
(h) For purposes of this Agreement, the term "Affiliate" means a company which is the Company's subsidiary, subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary undertaking of that holding company. In this Agreement, where the context admits, words and phrases, the definitions of which are contained or referred to in Part XXVI of the Companies Act 1985, shall be construed as having the meanings so attrxxxxxx xo them.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company ------------------------ shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as the President and Chief Executive Officer as its of the Company and the President and Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties Operating Officer of LaSalle Re Holdings Limited (the date "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its Chief Medical Officerperforming his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the "Board"). The Officer mayExecutive's duties may include providing services for the Company, howeverthe Holding Company, serve on outside Boardsand the Subsidiaries (as defined below), as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the Effective Date, for any reasonthe remaining term shall equal two years. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the two-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerSenior Vice President, Human Resources, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than the rank he holds as of the date hereof. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Officer mayExecutive's duties may include providing services for both the Company and the Affiliates, howeveras determined by the Executive's Supervisor; provided that the Executive shall not, serve on outside Boardswithout his consent, be assigned duties that would be inconsistent with those of a Senior Vice President. The Executive shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer’s "Agreement Term" shall be the period beginning on the Effective Date and ending on the day two years after the Effective Date. This Agreement shall be inapplicable to periods of employment after the end of the Agreement Term. Thereafter, and subject to the provisions of paragraph 2(g), and subject to the Executive then becoming eligible to participate in the Executive Severance Plan (as in effect from time to time), the Executive's continuing employment with the Company shall be “at-will”, which means that either the Officer .
(g) As of the Effective Date of this Agreement, the Executive and the Company may terminate are entering into an agreement relating to certain terms of employment in the Officer’s employment at any timeevent of a change in control of U.S. Can Corporation (the "Change in Control Agreement"). If a Change in Control (as that term is defined in the Change in Control Agreement) occurs during the Agreement Term, for any reasonthe Agreement Term will end on the date of such Change in Control. Immediately following such expiration, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of Executive's employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide governed by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the CompanyChange in Control Agreement.
Appears in 1 contract
Samples: Employment Agreement (Us Can Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Accounting Officer during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the CompanyCompany President. The Executive’s duties shall include providing services for both the Company and its Affiliates (as used herein, Company shall mean and include the Officer Company and all of its Affiliates); provided, that the Executive shall devote her full business timenot, energies and talents to serving as its without his consent, be assigned tasks that would interfere or be inconsistent with those of Chief Medical Accounting Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date President during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerBoard of Directors (“Board”). The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) Company’s business. The Officer serves as a Section 16 officer of the company subject Executive will make periodic reports to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by Board indicating the nature of activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as the Senior Vice President, Chief Financial Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by and Treasurer of the parties Company and LaSalle Re Holdings Limited (the date "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverthe Holding Company, serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiary.
(c) The Officer serves Subsidiary; provided, however, that except as a Section 16 officer otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, Board and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(fg) The Officer agrees Executive will be required to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board.
(i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the third anniversary of the Effective Date; provided, however, that beginning on the second anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any time on or after the second anniversary of the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement Term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals.
(k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The Officer’s employment with During the Company shall be subject to Agreement Term, while the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its co-Chief Medical Executive Officer. The Officer mayExecutive shall report to, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company and shall be subject to the various regulatory filing responsibilities that must be met by directorsdirection of, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors Trustees of the Company (the “Board”). The Officer Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities and shall work cooperatively with the Company’s other co-chief executive officer to achieve the strategic objectives of the Merger and the attendant synergies that have been identified for the combined businesses as a result of the Merger. In addition to other duties that may be assigned to him by the Board, it is intended that the Executive will be principally responsible for integration of the real estate portfolios, as well as for operations, dispositions, capital deployment and risk management following the Merger. The Executive’s duties may include providing services for both the Company and its affiliates, as determined by the Board; provided, that the Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of a co-chief executive officer of a comparable company to the Chief Medical OfficerCompany. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(e) The Officer’s employment . Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, interfere with the Company shall be “at-will”performance of the Executive’s duties under this Agreement, which means that either violate the Officer terms of any of the covenants contained in paragraph 6 or 7 hereof or otherwise conflict in any material way with the business of the Company may terminate or any of its affiliates; provided, however, that the Officer’s employment at Executive shall not serve on the board of any time, for any reasonbusiness, or for no reasonhold any other position with any business, by providing notice thereof to without the other party, subject to the terms prior consent of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary majority of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request nonemployee members of the CompanyBoard.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
Performance of Services. The Officer’s Executive's continued employment with ----------------------- the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officera Vice President of the Company during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverLaSalle Re Holdings Limited (the "Holding Company"), serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the Effective Date, for any reasonthe remaining term shall equal one year. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerSenior Vice President, Human Resources, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Officer mayExecutive's duties may include providing services for both the Company and the Affiliates, howeveras determined by the Executive's Supervisor; provided that the Executive shall not, serve on outside Boardswithout his consent, be assigned duties that would be inconsistent with those of a Senior Vice President. The Executive shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical OfficerSenior Vice President and General Manager, Paint, Plastics and General Line and Custom Specialty, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and General Manager. The Officer may, however, serve on outside Boards, to To the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company determines to be necessary or any subsidiaryappropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Executive's Supervisor. The Executive's duties may include providing services for both the Company and the Board of Directors of Affiliates, as determined by the Company (Executive's Supervisor; provided that the “Board”). The Officer Executive shall not, without her consent, be assigned tasks duties that would be inconsistent with those of the Chief Medical Officera Senior Vice President and General Manager. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position position(s) (and the undertakings applicable to her positionposition(s)) and necessary to carry out her responsibilities and the duties required of her hereunder.
(ed) The Officer’s employment Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of her personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not, in the judgment of her Supervisor, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the Company shall be “at-will”, which means that either the Officer business of the Company may terminate or any Affiliate. The Executive shall not serve on the Officer’s employment at board of any time, for any reasonbusiness, or for no reasonhold any other significant position with any business, by providing notice thereof to without the other party, subject consent of her Supervisor.
(e) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that she is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerSenior Vice President and General Manager, Aerosol, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and General Manager. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Officer mayExecutive's duties may include providing services for both the Company and the Affiliates, howeveras determined by the Executive's Supervisor; provided that the Executive shall not, serve on outside Boardswithout his consent, be assigned duties that would be inconsistent with those of a Senior Vice President and General Manager. The Executive shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its the Chief Medical OfficerExecutive Officer of the Company and U.S. Can.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Executive's duties may include providing services for both the Company and the Affiliates, as determined by the Executive's Supervisor; provided that the Executive shall not, without his consent, be assigned duties that would be inconsistent with those of a Chief Executive Officer mayof the Company and U.S. Can. The Executive shall have such authority, howeverpower, serve on outside Boardsresponsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Operating Officer during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the CompanyCompany President. The Executive’s duties shall include providing services for both the Company and its Affiliates (as used herein, Company shall mean and include the Officer Company and all of its Affiliates); provided, that the Executive shall devote her full business timenot, energies and talents to serving as its without his consent, be assigned tasks that would interfere or be inconsistent with those of Chief Medical Operating Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerExecutive Vice President, Marketing and Sales, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Executive Vice President. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Officer mayExecutive's duties may include providing services for both the Company and the Affiliates, howeveras determined by the Executive's Supervisor; provided that the Executive shall not, serve on outside Boardswithout his consent, be assigned duties that would be inconsistent with those of a Executive Vice President. The Executive shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Executive Officer and President during the Agreement Term (as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”defined below). In addition, the Officer Executive shall serve as Chief Medical Officer Executive Officer, President and/or a director of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at subsidiaries during the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical Executive Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Executive Officer. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderunder this Agreement.
(d) Notwithstanding the foregoing provisions of this Section 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement (“outside activities”), including the supervision of her personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company or any subsidiary. The parties acknowledge that the Executive is currently engaged in other business activities outside of the Company and agree that the Executive can continue those activities during the Agreement Term, provided such activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement. It is understood and agreed by the parties that the Executive’s continued participation in such activities shall not be a breach of this Agreement.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms term of this Agreement. The Officer acknowledges that Agreement shall begin on February 1, 2014 (the “Effective Date”) and end on January 31, 2015, unless terminated earlier in accordance with this Agreement does not constitute a contract of employment for any particular period of time or impose on (the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company“Agreement Term”).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Executive Vice President and Chief Medical Officer, commencing January 31, 2015 or such other date Financial Officer during the Agreement Term (as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”defined below). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer is employed by the CompanyAgreement Term, the Officer Executive shall devote her full business timetime (paid time off and other authorized leave excepted) and best efforts, energies and talents to serving the Company as its Chief Medical Officeran employee.
(c) The Executive agrees to perform her duties faithfully, efficiently and with integrity subject to the direction of the Company. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are inherent in such position and necessary to carry out such responsibilities and the duties required hereunder, as well as any additional duties and authority granted to her by the Company’s Chief Executive Officer.
(d) Notwithstanding the foregoing, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the sole discretion of the Company, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany’s business.
(e) The Officer’s employment with the Company Executive shall not be “at-will”, required to perform services under this Agreement during any period in which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer determined as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective Disabled (as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companydefined below).
(f) The Officer agrees to abide by “Agreement Term” shall be the reasonable period beginning on January 1, 2012 for a one year period, and lawful rules, regulations, instructions, personnel practices and policies of thereafter shall automatically renew for consecutive one year periods unless terminated in accordance with the Company and any changes therein which may be adopted from time to time by the Companyprovisions hereof.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Financial Officer, commencing January 31, 2015 or such other date during the Agreement Term (as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”defined below). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer is employed by the CompanyAgreement Term, the Officer Executive shall devote her full business timetime (paid time off and other authorized leave excepted) and best efforts, energies and talents to serving the Company as its Chief Medical Officeran employee.
(c) The Executive agrees to perform his duties faithfully, efficiently and with integrity subject to the direction of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent in such position and necessary to carry out such responsibilities and the duties required hereunder, as well as any additional duties and authority granted to him by the Company’s Chief Executive Officer mayand/or Board of Directors (the “Board of Directors”).
(d) Notwithstanding the foregoing, howeverduring the Agreement Term, serve the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany’s business.
(e) The Officer’s employment with the Company Executive shall not be “at-will”, required to perform services under this Agreement during any period in which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof Executive is determined to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer be Disabled (as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companydefined below).
(f) The Officer agrees to abide by “Agreement Term” shall be the reasonable period beginning on July 19, 2021 for a one year period, and lawful rules, regulations, instructions, personnel practices and policies of thereafter automatically renewing for consecutive one year periods unless terminated in accordance with the Company and any changes therein which may be adopted from time to time by the Companyprovisions hereof.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Acting Chief Medical Executive Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by of the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer Executive shall serve as Acting Chief Medical Executive Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer. The Officer Executive may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Chief Medical Executive Officer. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ed) The OfficerExecutive’s employment with the Company shall be “at-will”, which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the this Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If In the Officerevent the Executive is appointed to the Board and if the Executive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of such termination, from his membership on the Board and as an officer or director of any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(fe) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date General Counsel during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of General Counsel. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its interim Chief Medical Officer, commencing January 31, 2015 or such other date Executive Officer during the Agreement Term (as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”defined below). In addition, the Officer Executive shall serve as interim Chief Medical Executive Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its interim Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the “Board”). The Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chief Executive Officer. The Officer mayExecutive shall report to the Board and shall have such authority, howeverpower, serve responsibilities and duties as are inherent in his position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this Section 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement (“outside activities”), including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as . It is understood and agreed by the parties that the Executive’s continued participation in such activities shall not be a Section 16 officer breach of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderAgreement.
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose beginning on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reasonEffective Date and ending on January 10, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company2014.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Vice President and Controller during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President and Controller. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment services under this Agreement, which are global in nature, shall be performed in Bermuda, however, Executive may be reasonably requested by the Company to perform services elsewhere in accordance with the guidelines established by the Company from time to time for the location of the performance of services on behalf of the Company and its subsidiaries. The Executive acknowledges that the Company may require the Executive to travel to the extent such travel is reasonably necessary to perform the services hereunder and that such travel may be extensive. To the extent reasonably requested by the Company, the Executive shall allocate greater business time to a location other than his principal business location, if necessary.
(i) To the extent that Executive’s service with the Company or any of its Affiliates triggers at any time, and only for tax years from and after January 1, 2006 and ending on December 31, 2008, an obligation to pay federal, state or local tax in the United States at any time, including but not limited to taxes imposed under Section 409A and/or Section 4999 of the Code (as defined below), the Company shall indemnify and hold Executive harmless from any such obligations on the amounts he received from the Company or any of its Affiliates with respect to his employment, that is subject to federal, state or local tax, including any interest and penalties thereon, any reasonable costs incurred by Executive in connection therewith (including, without limitation, reasonable costs of preparing and filing tax returns, reasonable costs of any audit or other proceeding, and reasonable costs of enforcing his rights hereunder), and a full gross up for any tax required to be paid with respect to any indemnity payment hereunder. In addition, the foregoing indemnity shall apply with respect to any taxes, interest and penalties with respect to (i) the vesting of the Restricted Shares (as defined below), (ii) the exercise of any stock options in 2008 and (iii) the Transaction Bonus, the Stay Bonus and the Amendment Payment. No payments other than those set forth in this Section 3(c) shall be subject to the following:tax indemnity, unless expressly approved by the Board of Directors. Other than as set forth in this Section 3(c), the Executive shall be responsible for the payment of all taxes, interest and penalties in respect of compensation paid to him for the services to be performed hereunder. Notwithstanding anything herein to the contrary, this provision shall survive the termination of Executive’s employment. At the Company’s discretion, any payment under this Section 3(c) shall be paid to or for the benefit of the Executive either (i) not later than the time the Company or one of its Affiliates is required to withhold federal, state or local tax in the United States with respect to the Executive, with respect to the amount required to be so withheld, or (ii) not later than at least two (2) business days before an amount is paid or required to be paid by the Executive to a taxing authority in the United States, with respect to any other amount; provided that the Company shall notify the Executive of the manner in which it elects to make such payment at least ten (10) business days prior to the date such payment is required to be made, but, in all events, not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which the Executive (or the Company, on the Executive’s behalf) remits the related taxes (or, in the event of an audit or litigation with respect to such tax liability under this Section 3(c), not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which there is a final resolution of such audit or litigation (whether by reason of completion of the audit, entry of a final and non-appealable judgment, final settlement, or otherwise).
(aii) Subject Notwithstanding the generality of the timing provisions contained in Section 3(c)(i), the parties shall adhere to this Section 3(c)(ii) with respect to the terms Executive’s estimated tax payment due on September 15, 2008. On or before September 5, 2008, the Executive’s tax advisor (the “Tax Advisor”) shall deliver to the Company a reasonable and good faith estimate of the federal, state and local taxes in the United States the Executive is expected to owe with respect to the payments made (or to be made) by the Company to the Executive through September 15, 2008 that are subject to the indemnification provisions of this AgreementSection 3(c) for the Executive’s tax year ending December 31, 2008 (“Executive’s Estimated Tax Liability”), together with a draft of the statements to be remitted to the relevant taxing authorities showing the amount of the Executive’s Estimated Tax Liability. Absent manifest error, provided such estimate of the Executive’s Estimated Tax Liability and supporting statements are so delivered, the Company hereby agrees shall remit payment in the amount of the Executive’s Estimated Tax Liability to employ the Officer Tax Advisor on or before September 10, 2008 in the same manner as its Chief Medical Officerit has previously remitted similar payments to the Tax Advisor (for the purposes of being paid to the federal, commencing January 31, 2015 or such other date as may be mutually agreed upon by state and local tax authorities in the parties United States on behalf of the Executive).
(iii) To the date extent that the amount of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall liability to the Executive under this Section 3(c) is determined to be based at less than the Companyaggregate amount remitted to the Tax Advisor for the Executive’s headquarters in Cambridgeestimated tax liability for the tax year ending December 31, MA.
(b) While the Officer is employed by the Company2008, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of promptly advise the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amendedsuch fact promptly after such determination is made, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject he will refund such difference to the directions of Company within ten days following the Chief Executive Officer (“CEO”) date on which the Executive’s federal, state and local tax liability in the Board of Directors of United States for the Company (the “Board”). The Officer shall nottax year ending December 31, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO 2008 is final and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderfixed.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, The Executive shall perform and discharge well and faithfully such duties for the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon lawfully assigned to the Executive from time to time by the parties Board. The Executive’s duties may include providing services for both the Company and the Affiliates (as defined below), as determined by the date Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of commencement of employment, the “Effective Date”)President and Chief Executive Officer. In addition, the Officer The Executive shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, comply with the Company’s wholly owned subsidiary. The Officer shall be based at written policies or rules adopted by the Company’s headquarters in Cambridge, MABoard or an authorized committee thereof.
(b) While the Officer is employed by the Company, the Officer The Executive shall devote her his full business time, attention and energies to the business of the Company. Notwithstanding the foregoing provisions of this Paragraph 2, during the Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and talents to serving as its Chief Medical Officer. The Officer mayactivities involving professional, howevercharitable, serve community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of organizations other than business organizations, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board, which consent shall not be unreasonably withheld.
(c) The Officer serves Executive understands and agrees that his duties will include his providing personal services to customers of the Company and the Affiliates. The Executive understands and agrees that, as a Section 16 officer condition of performing services for such customers, it may be necessary to agree to reasonable restrictions imposed for the protection of the company subject to the various regulatory filing responsibilities that must be met by directorscustomer (including, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934without limitation, as amendedconfidentiality restrictions), and the related rules and regulations of the Securities and Exchange Commissionagrees to abide by such reasonable restrictions.
(d) The Officer Executive acknowledges and agrees that she he owes a duty of loyalty and fidelity under the laws of Ohio and applicable federal law to act at all times in the best interests of the Company. In keeping with these duties, the Executive shall perform her duties faithfully and efficiently subject make full disclosure to the directions Company of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report all business opportunities pertaining to the CEO Company’s business and shall have not appropriate for the Executive’s own benefit any such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderopportunities.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer Executive shall not be deemed required to have resignedperform services under this Agreement during any period in which he has a physical or mental disability which renders him incapable, effective as of such termination, as an officer or director of any subsidiary of after reasonable accommodation by the Company, of performing his duties under the Agreement (whether the Executive’s incapacity is temporary or as a result of Executive becoming Permanently Disabled). In the event of a dispute as to whether the Executive is incapable of performing his duties, the Company may refer the same to a licensed practicing physician selected by the Company and reasonably approved by the Executive, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request period in which the Executive is disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. For purposes of this Agreement, the Executive shall be considered “Permanently Disabled” if, during any consecutive period of 120 days or more, the Executive has a physical or mental disability which renders the Executive incapable, after reasonable accommodation by the Company, of performing the Executive’s duties on a permanent, full-time basis, and such disability is reasonably expected by the Board to be of a long-term nature. In the event of Executive’s being considered “Permanently Disabled,” the Company may terminate Executive’s employment and the Term pursuant to Section 5(b) of this Agreement.
(f) The Officer agrees For purposes of this Agreement, the term “Affiliate” means any entity which would be treated as the “employer” pursuant to abide by Treasury Regulation Section 1.409A-1(h)(3), which generally includes (i) any entity which owns at least a fifty percent interest in the reasonable and lawful rulesCompany, regulationsor (ii) any entity in which at least a fifty percent interest is owned, instructionsdirectly or indirectly, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.,
Appears in 1 contract
Samples: Employment Agreement (Sparton Corp)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerVice President, commencing January 31, 2015 or such other date Projects during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President, Projects. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company as Chief Legal Officer and General Counsel shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerLegal Officer and General Counsel, commencing January 31, 2015 or such other date effective as may be mutually agreed upon by of the parties Start Date (the date of commencement of employment, the “Effective Date”as defined below). In addition, the Officer The Executive shall also serve as Chief Medical Legal Officer and General Counsel of InVivo Therapeutics Corporation, the Company’s wholly wholly-owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA..
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical OfficerLegal Officer and General Counsel. The Officer Executive may, howeverwith the consent of the Board of Directors of the Company (the “Board”) or a committee thereof, serve on outside Boardsboards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary..
(c) The Officer serves Executive shall serve as a Section 16 officer of the company Company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission..
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical OfficerLegal Officer and General Counsel. The Officer Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.him.
(e) The OfficerExecutive’s employment with the Company shall be is “at-will”, ,” which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the this Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of the date of such termination, as an officer or director of both the Company and any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Financial Officer during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the CompanyCompany President. The Executive’s duties shall include providing services for both the Company and its Affiliates (as used herein, Company shall mean and include the Officer Company and all of its Affiliates); provided, that the Executive shall devote her full business timenot, energies and talents to serving as its without his consent, be assigned tasks that would interfere or be inconsistent with those of Chief Medical Financial Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to continue to employ the Officer Executive as its Chief Medical Scientific Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer The Executive shall continue serve to as Chief Medical Scientific Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall continue to be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Scientific Officer. The Officer Executive may, however, serve on outside Boardsboards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Chief Medical Scientific Officer. The Officer Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ed) The OfficerExecutive’s employment with the Company shall be is “at-will”, ,” which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(fe) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its President and Chief Medical Officer, commencing January 31, 2015 or such other date Executive Officer during the Agreement Term (as may defined below) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. The Executive shall be mutually agreed upon by appointed as a member of the parties Board of Directors of the Company (the date of "Board") at the first regularly-scheduled Board meeting coincident with or next following the Executive's commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, employment with the Company’s wholly owned subsidiary. The Officer shall be based at , and during the Company’s headquarters in CambridgeAgreement Term, MA.
(b) While while the Officer Executive is employed by the Company, the Officer Board shall use its best efforts to cause the Executive to continue as a member of such Board.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as its President and Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the direction of the Board. The Executive's duties shall include providing services for both the Company and its Affiliates (as defined below), as determined by the Board (as used herein, Company shall mean and include the Company and all of its Affiliates); provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are inherent to his position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany's business.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer Executive shall not be deemed required to have resigned, effective perform services under this Agreement during any period that he is Disabled (as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companydefined in paragraph 3(b)).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Perrigo Co)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officera Senior Vice President of the Company during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverLaSalle Re Holdings Limited (the "Holding Company"), serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the Effective Date, for any reasonthe remaining term shall equal one year. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, The Executive shall perform and discharge well and faithfully such duties for the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon lawfully assigned to the Executive from time to time by the parties Board. The Executive’s duties may include providing services for both the Company and the Affiliates (as defined below), as determined by the date Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of commencement of employment, the “Effective Date”)President and Chief Executive Officer. In addition, the Officer The Executive shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, comply with the Company’s wholly owned subsidiary. The Officer shall be based at written policies or rules adopted by the Company’s headquarters in Cambridge, MABoard or an authorized committee thereof.
(b) While the Officer is employed by the Company, the Officer The Executive shall devote her his full business time, attention and energies to the business of the Company. Notwithstanding the foregoing provisions of this Paragraph 2, during the Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and talents to serving as its Chief Medical Officer. The Officer mayactivities involving professional, howevercharitable, serve community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of organizations other than business organizations, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board, which consent shall not be unreasonably withheld.
(c) The Officer serves Executive understands and agrees that his duties will include his providing personal services to customers of the Company and the Affiliates. The Executive understands and agrees that, as a Section 16 officer condition of performing services for such customers, it may be necessary to agree to reasonable restrictions imposed for the protection of the company subject to the various regulatory filing responsibilities that must be met by directorscustomer (including, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934without limitation, as amendedconfidentiality restrictions), and the related rules and regulations of the Securities and Exchange Commissionagrees to abide by such reasonable restrictions.
(d) The Officer Executive acknowledges and agrees that she he owes a duty of loyalty, fidelity, and allegiance under the laws of Ohio and applicable federal law to act at all times in the best interests of the Company. In keeping with these duties, the Executive shall perform her duties faithfully and efficiently subject make full disclosure to the directions Company of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report all business opportunities pertaining to the CEO Company’s business and shall have not appropriate for the Executive’s own benefit any such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderopportunities.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. The Officer acknowledges that In the Agreement does not constitute event of a contract dispute as to whether the Executive is incapable of employment for any particular period of time or impose on performing his duties, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with a licensed practicing physician selected by the Company terminates for any reason, and reasonably approved by the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the CompanyExecutive, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.
(f) The Officer agrees For purposes of this Agreement, the term “Affiliate” means any entity which would be treated as the “employer” pursuant to abide by Treasury Regulation Section 1.409A-1(h)(3), which generally includes (i) any entity which owns at least a fifty percent interest in the reasonable and lawful rulesCompany, regulationsor (ii) any entity in which at least a fifty percent interest is owned, instructionsdirectly or indirectly, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company, by any entity that is a Successor to the Company (as defined in Paragraph 20), or by any entity that is an Affiliate by reason of clause (i) next above. For purposes of the covenants contained in Paragraph 13 (relating to assistance with claims), the Protective Covenants, and the Executive Release, the term “Affiliate” shall also include any entity that would have been an “Affiliate” by reason of the preceding sentence (including any entity that would be treated as a Successor to any such Affiliate in accordance with Paragraph 20) at any time during the period of the Executive’s employment by the Company (and shall include any predecessor to any entity described in clause (i) or (ii)). The term “Protective Covenants” means the covenants contained in Paragraph 8 (relating to confidentiality), Paragraph 9 (relating to disparagement), Paragraph 10 (relating to competition), and Paragraph 11 (relating to solicitation).
Appears in 1 contract
Samples: Employment Agreement (Sparton Corp)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Co-Chief Executive Officer ("Co-CEO") during the first twelve months of the Agreement Term (as defined below), after which the Executive shall be employed as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by Executive Officer ("CEO") and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerCo-CEO or CEO, as the case may be.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directors of J. Joe Xxxxxxxx, Xx-CEO and Chairman of the Board of Directors of the Company (the "Board") during the first twelve months of the Agreement term, after which the Executive shall perform his duties faithfully and efficiently subject to the directions of J. Joe Xxxxxxxx, xxe Chairman of the Board, or the successor to J. Joe Xxxxxxxx xx Chairman of the Board. The Officer mayExecutive's duties may include providing services for both the Company and the Subsidiaries (as defined below), howeveras determined by the Board; provided, serve that the Executive shall not, without his consent, be assigned tasks 2 that would be inconsistent with those of Co-CEO or CEO, as the case may be. The Executive shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than, those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially not, in the judgement of the Board, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered Disabled during any period in which be has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company's choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer agrees "Agreement Term" shall be the period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date. If a Change in Control occurs during the Agreement Term less than two years before the date on which the Agreement Term would otherwise end, the Term shall automatically be extended to abide the two-year anniversary of the Change in Control date.
(g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer is employed by the Company and shall occupy the position of President – Sales and Marketing of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, Executive agrees to serve on outside Boards, to the extent in that position or in such activities do not materially inhibit other offices or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way positions with the business of the Company or any subsidiary.
a Subsidiary (c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934defined below), as amendedshall, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject from time to the directions of the Chief Executive Officer (“CEO”) and time, be determined by the Board of Directors of the Company (the “Board”).
(b) During the Agreement Term, while employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President or such other position determined in accordance with Paragraph (a) above. During the Agreement Term, the Executive’s main office shall be at 00 Xxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000.
(c) The Executive agrees to perform his duties hereunder faithfully and efficiently subject to the directions of the Board. The Officer Executive’s duties may include providing services for the Company, Parent and the Subsidiaries, as determined by the Board, provided, that the Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of President or such other position determined in accordance with Paragraph (a) above.
(d) Notwithstanding the Chief Medical Officerforegoing provisions of this Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, conflict with, inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company, Parent or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. The Officer Company acknowledges that Executive is a Manager and Member of Westwood Property Holdings LLC, the Company’s current landlord, and the Executive shall report be entitled to devote reasonable time to the CEO and activities of Westwood Property Holdings LLC as may be needed; provided, however, that such devotion of time shall have such authority, power, responsibilities and not hinder or interfere with the Executive’s duties as are inherent in her position (and to the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that the Executive is Disabled. The Officer acknowledges that Executive shall be considered “Disabled” or under a “Disability” during any period in which a physical or mental disability renders the Agreement does not constitute Executive incapable, after reasonable accommodation, of performing the duties under this Agreement. In the event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company’s choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. At any time during the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.
(f) The Officer agrees Company shall employ the Executive for the period beginning on February 5, 2007 and ending on April 15, 2009 (the “Initial Term”); subject, however, to abide by earlier termination as provided herein. The Executive’s employment hereunder automatically shall be extended for one (1) additional year at the reasonable and lawful rules, regulations, instructions, personnel practices and policies end of the Company Initial Term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur. The period during which the Executive is employed pursuant to this Agreement shall be referred to as the “Agreement Term.”
(g) For purposes of this Agreement, (i) the term “Parent” shall mean Emtec, Inc., a Delaware corporation, and (ii) the term “Subsidiary” shall mean any changes therein corporation, partnership, joint venture or other entity during any period in which may be adopted from time at least a fifty percent interest in such entity is owned, directly or indirectly, by Parent (or a successor to time by the CompanyParent).
Appears in 1 contract
Samples: Employment Agreement (Emtec Inc/Nj)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Executive shall be employed by the Company hereby and shall occupy the position of Chief Executive Officer of the Company. The Executive agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 serve in that position or in such other date offices or positions with the Company or a Subsidiary (as may defined below), as shall, from time to time, be mutually agreed upon determined by the parties Board of Directors of the Company (the date of commencement of employment, the “Effective Date”"Board"). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer is Agreement Term, while employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical OfficerExecutive Officer or such other position determined in accordance with Paragraph (a) above. The Officer mayDuring the Agreement Term, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit Executive's main office shall be at the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryCompany's headquarters.
(c) The Officer serves as a Section 16 officer of the company subject Executive agrees to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties hereunder faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive's duties may include providing services for both the Company and the Board of Directors of Subsidiaries, as determined by the Company (Board; provided, that the “Board”). The Officer Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of Chief Executive Officer or such other position determined in accordance with Paragraph (a) above.
(d) Notwithstanding the Chief Medical Officer. The Officer shall report foregoing provisions of this Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the CEO and extent that such other activities do not, in the judgment of the Board, conflict with, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall have such authoritynot serve on the board of any business, poweror hold any other position with any business, responsibilities and duties as are inherent in her position (and without the undertakings applicable to her position) and necessary to carry out her responsibilities and consent of the duties required of her hereunderBoard.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that the Executive is Disabled. The Officer acknowledges that Executive shall be considered "Disabled" or under a "Disability" during any period in which a physical or mental disability renders the Agreement does not constitute Executive incapable, after reasonable accommodation, of performing the duties under this Agreement. In the event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company's choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. At any time during the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer agrees "Agreement Term" shall be the period beginning on April ___, 2004 (the "Employment Commencement Date") and ending on the fifth anniversary of the Employment Commencement Date; subject, however, to abide earlier termination as provided herein. The initial five (5) year period of employment automatically shall be extended for one (1) additional year at the end of the initial five (5) year term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur.
(g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Samples: Employment Agreement (Emtec Inc/Nj)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Executive Officer, commencing January 316, 2015 2014 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer Executive shall serve as Chief Medical Executive Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer. The Officer Executive may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Chief Medical Executive Officer. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ed) The OfficerExecutive’s employment with the Company shall be “at-will”, which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the this Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of such termination, from his membership on the Board and as an officer or director of any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(fe) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full business such time, energies and talents to serving as its President and Chief Medical OfficerInvestment Officer as are reasonably necessary to perform his duties. The Officer may, however, serve on outside Boards, Company acknowledges that he will also provide services to Catellus during the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryTerm.
(cb) The Executive shall report to the Chief Executive Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) Company. The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the lawful directions of the Chief Executive Officer of the Company. The Executive’s duties may include providing services for both the Company and the Subsidiaries (“CEO”) and as defined below), as determined by the Board of Directors Trustees of the Company (the “Board”). The Officer ; provided, however, that the Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the President and Chief Medical Investment Officer. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder. The Executive also acknowledges and agrees that, pursuant to the Transition Services Agreement, he shall make himself reasonably available to provide consulting services to the Company and its affiliates for the period from July 1, 2011 through December 31, 2011 at no cost to the Company and its affiliates.
(ec) The Officer’s employment with Notwithstanding the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms foregoing provisions of this Agreement. The Officer acknowledges that paragraph 2, during the Agreement does not constitute a contract Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including providing services to Catellus (including as an officer, director and member of employment for any particular period Purchaser and its affiliates), the supervision of time or impose his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as boards of such termination, as an officer or director directors of any subsidiary of the Companyfor-profit or not-for-profit organizations, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request similar types of the Companyactivities.
(fd) The Officer agrees term “Subsidiary” shall mean any person with whom the Company is considered to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies be a single employer under section 414(b) of the Code and all persons with whom the Company and any changes therein which may would be adopted from time to time by considered a single employer under section 414(c) of the CompanyCode but using an ownership standard of “more than 50%” rather than “at least 80%” where applicable.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Executive Vice President and Chief Medical Officer, commencing January 31, 2015 or such other date Operating Officer during the Agreement Term (as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”defined below). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While During the Officer is employed by the CompanyAgreement Term, the Officer Executive shall devote her full business timetime (paid time off and other authorized leave excepted) and best efforts, energies and talents to serving the Company as its Chief Medical Officeran employee.
(c) The Executive agrees to perform his duties faithfully, efficiently and with integrity subject to the direction of the Company. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are inherent in such position and necessary to carry out such responsibilities and the duties required hereunder, as well as any additional duties and authority granted to him by the Company’s Chief Executive Officer.
(d) Notwithstanding the foregoing, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the sole discretion of the Company, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany’s business.
(e) The Officer’s employment with the Company Executive shall not be “at-will”, required to perform services under this Agreement during any period in which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer determined as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective Disabled (as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companydefined below).
(f) The Officer agrees to abide by “Agreement Term” shall be the reasonable period beginning on January 1, 2012 for a one year period, and lawful rules, regulations, instructions, personnel practices and policies of thereafter shall automatically renew for consecutive one year periods unless terminated in accordance with the Company and any changes therein which may be adopted from time to time by the Companyprovisions hereof.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Performance of Services. The Officer’s Passione's employment with the Company OnMoney shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company OnMoney hereby agrees to employ Passione as an executive during the Officer Agreement Term (as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by defined below) and Passione hereby agrees to remain in the parties (employ of OnMoney during the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while Passione is employed by the CompanyOnMoney, the Officer Passione shall devote her his full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers executive and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and Chairman of the Board of Directors of OnMoney ("the Company Chairman") during the Agreement Term. Passione's duties may include providing services for both OnMoney and the Subsidiaries (as defined below), as determined by the “Board”)Chairman. The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and Passione shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ec) The Officer’s employment Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Passione may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not, in the judgement of the Chairman, inhibit or prohibit the performance of Passione's duties under this Agreement, or conflict in any material way with the Company business of OnMoney or any Subsidiary; provided, however, that Passione shall be “at-will”not serve on the board of any business, which means that either or hold any other position with any business, without the Officer consent of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyChairman.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s 's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerPresident during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, and the Officer shall serve as Chief Medical Officer hereby agrees to remain in the employ of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at Company during the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Agreement Term, while the Officer is employed by the Company, the Officer shall devote her his full business time, energies and talents to serving as its Chief Medical OfficerPresident. The However, it is understood that the Officer may, however, serve on outside Boards, currently devotes substantial time to the extent management of Principal UK, Idun, and Principal Australia, in which the Company holds a substantial ownership interest. It is agreed that during such activities do time as the Company continues to hold a substantial interest in any such company (or in any other company), the Officer may continue to devote his time, energies, and talents to the operation of such company, and it is further agreed that if the Company ceases to hold a substantial interest in any such company, the Officer may continue to provide services to such company or companies except that the provision of such services may not materially inhibit or prohibit unreasonably interfere with the performance provision of the Officer’s duties services under this Agreement or conflict in any material way with the business of the Company or any subsidiaryAgreement.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her his consent, be assigned tasks that would be inconsistent with those of President of the Chief Medical OfficerCompany. The Officer shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ed) The Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Officer may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, inhibit or prohibit the performance of the Officer’s employment 's duties under this Agreement, or conflict in any material way with the Company shall be “at-will”, which means that either the Officer business of the Company may terminate the Officer’s employment at or any timeAffiliate; provided, for any reasonhowever, or for no reason, by providing notice thereof to the other party, subject to the terms of that except as otherwise specifically provided in this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director not serve on the board of any subsidiary business, or hold any other position with any business, without the consent of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyBoard.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Executive Vice President and Chief Medical OfficerFinancial Officer or a more senior position during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Executive Vice President and Chief Medical Officer. The Financial Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiarya more senior position.
(c) The Officer serves Company agrees that its Board of Directors will elect the Executive, as a Section 16 officer member of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section Board of Directors of the Securities and Exchange Act of 1934, as amended, and Company not later than the related rules and regulations first regularly scheduled meeting of the Securities and Exchange CommissionBoard of Directors to occur after the Effective Date. The Executive agrees that he will serve on the boards of directors of the Company's Subsidiaries (as defined below) as the Company shall request from time to time.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chairman and Chief Executive Officer (“CEO”) Officer. The Executive's duties may include providing services for both the Company and the Board of Directors of Subsidiaries, as determined by the Company (Chairman and Chief Executive Officer; provided that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Executive Vice President and Chief Medical OfficerFinancial Officer or a more senior position. The Officer Executive shall report to the CEO Chairman and Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her him hereunder. The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees. Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Chairman and Chief Executive Officer, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, render to others services of any kind for compensation, or hold any other position with any business, without the written consent of the Board.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Companya mutually acceptable licensed practicing physician, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer agrees to abide "Agreement Term" shall be the period beginning on July 5, 2001 (the "Employment Commencement Date") and ending on the two-year anniversary of the Employment Commencement Date.
(g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Executive Vice President, Finance and Chief Medical OfficerFinancial Officer ("CFO") during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving 5serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryCFO.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties as CFO faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”"CEO"). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder, subject to reasonable limitation or modification by the Board of Directors of the Company (the "Board") from time to time.
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, to the extent that such other activities do not, in the judgement of the CEO, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered Disabled during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company's choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable tests and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.examinations as such physician shall deem
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its chief executive officer, with the titles of President and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31and the Executive hereby agrees to accept such employment during the Agreement Term. During the Agreement Term, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer while he is employed by the Company, the Officer Executive shall be nominated for election to the Board of Directors of the Company (the “Board”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(h)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall initially be the period beginning on the Effective Date and ending on December 31, 2009. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2009 or by October 1 of any succeeding year, if applicable, except that upon a Change in Control (as defined in paragraph 4(d)) the remaining Agreement Term shall be 24 months from the date the Change in Control occurred.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and to the best of his abilities subject to the directions of the Board. The Officer mayExecutive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, serve on outside Boardsthat the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including management of his personal investments and activities involving professional, charitable, educational, religious and similar types of organizations, to the extent that such other activities do not materially not, in the reasonable judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall obtain approval of the company subject Board prior to nomination or seeking election to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section board of the Securities and Exchange Act directors of 1934, as amendedany other company, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she such approval shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, not be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderunreasonably withheld.
(e) The OfficerCompany shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be “at-will”required to pay any amounts under this paragraph except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company. The Executive will be covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any action may be brought against the Executive related to the matters above, which means that either the Officer of so long as the Company may terminate the Officer’s employment at any time, maintains such coverage for any reason, director or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Strategic Hotels & Resorts, Inc)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its President and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Executive Officer. The Officer mayExecutive shall be elected to the Board of Directors of the Company (the "Board") at the Company's annual meeting to be held not later than May 30, however1998. Thereafter, he shall serve as a member of the Board during the Agreement Term, while he is employed by the Company. On and after the Effective Date (as described below), and prior to such election, the Executive shall be invited to attend all meetings of the Board.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar type activities, to the extent that such other activities do not not, in the judgement of the Board, materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof same to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Companymutually acceptable licensed practicing physician, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer agrees to abide "Agreement Term" shall be the three-year period beginning on January 19, 1998 (the "Effective Date") and ending on the third anniversary thereof.
(g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to continue to employ the Officer Executive as its Senior Vice President, Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”)Compliance Officer & General Counsel. In addition, the Officer The Executive shall continue to serve as Senior Vice President, Chief Medical Compliance Officer & General Counsel of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall continue to be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Senior Vice President, Chief Medical OfficerCompliance Officer & General Counsel. The Officer Executive may, however, serve on outside Boardsboards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Senior Vice President, Chief Medical OfficerCompliance Officer & General Counsel. The Officer Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(ed) The OfficerExecutive’s employment with the Company shall be is “at-will”, ,” which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(fe) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chairman, President, and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While Not later than the Officer Employment Commencement Date, the Executive shall be elected to the Board of Directors of the Company (the "Board") and to the position of its Chairman and, for the duration of the Agreement Term, while the Executive is employed by the Company, he shall continue to serve as Chairman of the Board, and shall be a member of the Executive Committee of the Board. The Executive shall provide a list of acceptable candidates for nomination to the Board, and the committees of the Board. The Board shall give full consideration to such list of candidates. A similar procedure will apply for filling vacancies. The Company's by-laws shall be amended to reflect this procedure to the extent that such amendment is necessary to require such procedure.
(c) During the Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Officer. The Officer mayChairman, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amendedPresident, and the related rules and regulations of the Securities and Exchange CommissionChief Executive Officer.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive's duties may include providing services for both the Company and the Board of Directors of Subsidiaries (as defined below), as determined by the Company (Board; provided that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Chairman, President, and Chief Medical Executive Officer. The Officer Executive shall report to the CEO Board and shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder. The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees. Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, render to others services of any kind for compensation, or hold any other position with any business, without the consent of the Board. For purposes of the preceding sentence, Board approval is deemed to be granted to the Executive to serve on the board of directors of Xxxxx-Xxxxxxx Corporation and Enron Corporation.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company's choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. During the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer agrees "Agreement Term" shall be the period beginning on the February 27, 2001 (the "Employment Commencement Date") and ending on the three-year anniversary of the Employment Commencement Date. Thereafter, the Agreement Term will be automatically extended for twelve-month periods, unless one party to abide this Agreement provides notice of non-renewal to the other at least 60 days before the last day of the Agreement Term.
(g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Samples: Employment Agreement (Comdisco Inc)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by Chairman and Internal Consultant of the parties Company and of LaSalle Re Holdings Limited (the date "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her full business his time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s performing his duties under this Agreement or conflict in any material way with the business of the Company or any subsidiaryAgreement.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive's duties may include providing services for both the Company, the Holding Company and the Board of Directors of Subsidiaries (as defined below), as determined by the Company (Board.; provided, that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of his position at the Chief Medical OfficerCompany. The Officer shall report to the CEO and shall Executive will have such authority, power, responsibilities authority and duties power as are inherent in her position (and to the undertakings applicable to her position) his positions and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that generally apply to the Company's directors, officers, and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Officer’s employment with Executive shall represent the Company in all places where it does business, but shall be “at-will”have no authority to act for the Company outside Bermuda, which means that either the Officer to make decisions on behalf of the Company may terminate the Officer’s employment at any time, for any reasonoutside Bermuda, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on bind the Company any obligation with respect to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyactions outside Bermuda.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including chairmanship or membership of the London Underwriting Centre Board, membership of International Underwriters Association, memberships of the boards of directors of or consultancies with CNA and its affiliates, acting as a managing director of CNA Underwriting Agencies Limited, the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of or consultancies with other organizations, and similar type of activities, to the extent that such other activities do not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business transacted by the Company or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any entity engaged in the business of transacting reinsurance, or hold any position with any entity engaged in the transaction of such business, without the consent of the Board.
(g) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a licensed practicing physician of the Company's choice, and the Executive agrees to abide by submit to such tests and examinations as such physician shall deem appropriate.
(h) the reasonable "Agreement Term" shall be the period beginning on the Effective Date and lawful rulesending on September 30, regulations2003.
(i) For purposes of this Agreement, instructions, personnel practices and policies the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Investment Officer.
(b) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer of the Company. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (the “Board”); provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Investment Officer. The Officer mayExecutive shall have such authority, howeverpower, serve responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially in the judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionBoard.
(d) The Officer agrees that she term “Subsidiary” shall perform her duties faithfully and efficiently subject mean any person with whom the Company is considered to the directions be a single employer under section 414(b) of the Chief Executive Officer (“CEO”Code and all persons with whom the Company would be considered a single employer under section 414(c) and the Board of Directors of the Company (the Code but using an ownership standard of “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereundermore than 50%” rather than “at least 80%” where applicable.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Senior Vice President and Chief Medical Financial Officer, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and Chief Financial Officer. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Executive's duties may include providing services for both the Company and the Affiliates, as determined by the Executive's Supervisor; provided that the Executive shall not, without his consent, be assigned duties that would be inconsistent with those of a Senior Vice President and Chief Financial Officer. The Officer mayExecutive shall have such authority, howeverpower, serve on outside Boardsresponsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that During the Agreement does not constitute a contract of employment for any particular period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Usc May Verpackungen Holding Inc)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Senior Vice President during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Senior Vice President. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Commercial Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer The Executive shall also serve as Chief Medical Commercial Officer of InVivo Therapeutics Corporation, the Company’s wholly wholly-owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full business time, energies and talents to serving as its Chief Medical Commercial Officer. The Officer Executive may, however, serve on outside Boardsboards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves Executive shall serve as a Section 16 officer of the company Company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Commercial Officer. The Officer Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The OfficerExecutive’s employment with the Company shall be is “at-will”, ,” which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of the date of such termination, as an officer or director of any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to During the terms of this AgreementAgreement Term, while the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Chief Medical Executive Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(cb) The Officer serves as a Section 16 officer of the company subject Executive shall report to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) Board. The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Chief Executive Officer (“CEO”) Board. The Executive’s duties may include providing services for both the Company and the Board of Directors of Subsidiaries (as defined below), as determined by the Company (Board; provided, that the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of a chief executive officer of a comparable company to the Chief Medical OfficerCompany. The Officer shall report to the CEO and Executive shall have such authority, power, responsibilities and duties as are inherent in her position his positions (and the undertakings applicable to her positionhis positions) and necessary to carry out her his responsibilities and the duties required of her him hereunder.
(ec) The Officer’s employment Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Board, interfere with the Company shall be “at-will”performance of the Executive’s duties under this Agreement, which means that either violate the Officer terms of any of the covenants contained in paragraph 8 or 9 hereof or otherwise conflict in any material way with the business of the Company may terminate or any Subsidiary; provided, however, that the Officer’s employment at Executive shall not serve on the board of any time, for any reasonbusiness, or for no reasonhold any other position with any business, by providing notice thereof to without the other party, subject to prior consent of a majority of the terms nonemployee members of the Board.
(d) For purposes of this Agreement. The Officer acknowledges that , the Agreement does not constitute term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a contract of employment for any particular period of time fifty percent (50%) interest in such entity is owned, directly or impose on indirectly, by the Company any obligation (or a successor to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Financial Officer, commencing January 31, 2015 or such other date effective as may be mutually agreed upon by of the parties Start Date (the date of commencement of employment, the “Effective Date”as defined below). In addition, the Officer The Executive shall also serve as Chief Medical Financial Officer of InVivo Therapeutics Corporation, the Company’s wholly wholly-owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Executive shall devote her full his business time, energies and talents to serving as its Chief Medical Financial Officer. The Officer Executive may, howeverwith the consent of the Board of Directors of the Company (the “Board”) or a committee thereof, serve on outside Boardsboards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves Executive shall serve as a Section 16 officer of the company Company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer Executive agrees that she he shall perform her his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer Executive shall not, without her his consent, be assigned tasks that would be inconsistent with those of the Chief Medical Financial Officer. The Officer Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her his position (and the undertakings applicable to her his position) and necessary to carry out her his responsibilities and the duties required of her hereunderhim.
(e) The OfficerExecutive’s employment with the Company shall be is “at-will”, ,” which means that either the Officer of Executive or the Company may terminate the OfficerExecutive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer Executive acknowledges that the this Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer Executive as an employee. If the OfficerExecutive’s employment with the Company terminates for any reason, the Officer Executive shall be deemed to have resigned, effective as of the date of such termination, as an officer or director of both the Company and any subsidiary of the Company, and the Officer Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer Executive agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its President and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, 2015 or such other date as may be mutually agreed upon by while the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer Executive is employed by the Company, the Officer Board shall use its best efforts to cause the Executive to be elected as a member of the Board and its Chairman.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Executive Officer, and the Chairman of the Board.
(c) The Executive's location shall be as determined in accordance with Exhibit D to this Agreement, which is attached to and forms a part of this Agreement.
(d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chairman, President, and Chief Executive Officer. The Officer mayExecutive shall report to the Board and have such authority, howeverpower, serve responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.
(e) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of the Board, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiarySubsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board.
(cf) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer acknowledges that Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Agreement does not constitute event of a contract of employment for any particular period of time dispute as to whether the Executive is Disabled or impose on Permanently Disabled (as defined in paragraph 4(b)), the Company any obligation may refer the same to retain a mutually acceptable licensed practicing physician, and the Officer Executive agrees to submit to such tests and examination as an employeesuch physician shall deem appropriate. If the Officer’s employment with Executive and the Company terminates cannot agree on a licensed practicing physician, each party shall select a licensed practicing physician and the two physicians shall select a third licensed practicing physician who shall be the approved physician for any reasonthis purpose. The determination of such physician or physicians shall be final and binding upon the parties hereto. During the period in which the Executive is Disabled, the Officer Company may appoint a temporary replacement to assume the Executive's responsibilities.
(g) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the three-year anniversary thereof; provided, however, that such Agreement Term shall, on a daily basis, be automatically extended by one day, such that at any time, the remaining term shall be three years. Such day-to-day extensions may cease by either party delivering written notice of such cessation to the other party; provided that such cessation of the automatic extensions shall not be effective earlier than the date of delivery of such notice. A Notice of Termination (as described in paragraph 4(h)) shall be deemed to have resigned, constitute a notice of non-renewal under this paragraph 1(g) to be effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyearliest date permitted under this paragraph 1(g).
(fh) The Officer agrees to abide For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The Officer’s Executive's continued employment with ----------------------- the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to continue to employ the Executive as the Senior Vice President, Chief Financial Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by and Treasurer of the parties Company and LaSalle Re Holdings Limited (the date "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverthe Holding Company, serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the first anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the first anniversary of the Effective Date, for any reasonthe remaining term shall equal one year. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Operating Officer during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the CompanyCompany President. The Executive's duties shall include providing services for both the Company and its Affiliates (as used herein, Company shall mean and include the Officer Company and all of its Affiliates); provided, that the Executive shall devote her full business timenot, energies and talents to serving as its without his consent, be assigned tasks that would interfere or be inconsistent with those of Chief Medical Operating Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement or conflict in any material way with the business of Company's business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company "Agreement Term" shall be “at-will”the period beginning on the Effective Date and ending on April 30, which means that either the Officer 2011. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term "Agreement Term" shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide For purposes of this Agreement, the term "Affiliate" shall mean any corporation, partnership, joint venture or other entity in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time (or a successor to time by the Company).
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer is employed by the Company and shall occupy the position of Executive of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, Executive agrees to serve on outside Boards, to the extent in that position or in such activities do not materially inhibit other offices or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way positions with the business of the Company or any subsidiary.
a Subsidiary (c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934defined below), as amendedshall, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject from time to the directions of the Chief Executive Officer (“CEO”) and time, be determined by the Board of Directors of the Company (the “Board”).
(b) During the Agreement Term, while employed by the Company, the Executive shall devote her full time, energies and talents to serving as its Chief Executive Officer or such other position determined in accordance with Paragraph (a) above. During the Agreement Term, the Executive’s main office shall be at 00 Xxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000.
(c) The Executive agrees to perform her duties hereunder faithfully and efficiently subject to the directions of the Board. The Officer Executive’s duties may include providing services for both the Company and the Subsidiaries, as determined by the Board; provided, that the Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of Chief Executive Officer or such other position determined in accordance with Paragraph (a) above.
(d) Notwithstanding the Chief Medical Officer. The Officer shall report foregoing provisions of this Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the CEO and extent that such other activities do not, in the judgment of the Board, conflict with, inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company, Parent or any Subsidiary; provided, however, that the Executive shall have such authoritynot serve on the board of any business, poweror hold any other position with any business, responsibilities and duties as are inherent in her position (and without the undertakings applicable to her position) and necessary to carry out her responsibilities and consent of the duties required of her hereunderBoard.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that the Executive is Disabled. The Officer acknowledges that Executive shall be considered “Disabled” or under a “Disability” during any period in which a physical or mental disability renders the Agreement does not constitute Executive incapable, after reasonable accommodation, of performing the duties under this Agreement. In the event of a contract of employment for any particular period of time or impose on dispute as to whether the Executive is Disabled, the Company any obligation may refer the same to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary a licensed practicing physician of the Company’s choice, and the Officer hereby Executive agrees to promptly execute resignation letters documenting submit to such resignations upon tests and examinations as such physician shall deem appropriate. At any time during the request of period in which the CompanyExecutive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.
(f) The Officer agrees Company shall employ the Executive for the period beginning on February 5, 2007 and ending on April 15, 2009 (the “Initial Term”); subject, however, to abide by earlier termination as provided herein. The Executive’s employment hereunder automatically shall be extended for one (1) additional year at the reasonable and lawful rules, regulations, instructions, personnel practices and policies end of the Company Initial Term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur. The period during which the Executive is employed pursuant to this Agreement shall be referred to as the “Agreement Term.”
(g) For purposes of this Agreement, (i) the term “Parent” shall mean Emtec, Inc., a Delaware corporation, and (ii) the term “Subsidiary” shall mean any changes therein corporation, partnership, joint venture or other entity during any period in which may be adopted from time at least a fifty percent interest in such entity is owned, directly or indirectly, by Parent (or a successor to time by the CompanyParent).
Appears in 1 contract
Samples: Employment Agreement (Emtec Inc/Nj)
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical OfficerExecutive during the Agreement Term, commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her his full business time, energies and talents to serving as its Executive Vice President and Chief Medical Financial Officer, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than the rank he holds as of the date hereof. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Executive's Supervisor. The Executive's duties may include providing services for both the Company and the Affiliates, as determined by the Executive's Supervisor; provided that the Executive shall not, without his consent, be assigned duties that would be inconsistent with those of a Executive Vice President and Chief Financial Officer. The Officer mayExecutive shall have such authority, howeverpower, serve on outside Boardsresponsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) Notwithstanding the foregoing provisions of this paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, and similar types of activities, to the extent that such other activities do not materially not, in the judgment of his Supervisor, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”)Affiliate. The Officer Executive shall notnot serve on the board of any business, or hold any other significant position with any business, without her consent, be assigned tasks that would be inconsistent with those the consent of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderhis Supervisor.
(e) Subject to the terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities.
(f) The Officer’s "Agreement Term" shall be the period beginning on the Effective Date and ending on the day two years after the Effective Date. This Agreement shall be inapplicable to periods of employment after the end of the Agreement Term. Thereafter, and subject to the provisions of paragraph 2(g), and subject to the Executive then becoming eligible to participate in the Executive Severance Plan (as in effect from time to time), the Executive's continuing employment with the Company shall be “at-will”, which means that either the Officer .
(g) As of the Effective Date of this Agreement, the Executive and the Company may terminate are entering into an agreement relating to certain terms of employment in the Officer’s employment at any timeevent of a change in control of U.S. Can Corporation (the "Change in Control Agreement"). If a Change in Control (as that term is defined in the Change in Control Agreement) occurs during the Agreement Term, for any reasonthe Agreement Term will end on the date of such Change in Control. Immediately following such expiration, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of Executive's employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide governed by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the CompanyChange in Control Agreement.
Appears in 1 contract
Samples: Employment Agreement (Us Can Corp)
Performance of Services. The Officer’s Executive's continued employment with the Company shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officera Vice President of the Company during the Agreement Term (as defined below), commencing January 31, 2015 or such other date as may be mutually agreed upon by and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverLaSalle Re Holdings Limited (the "Holding Company"), serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the Effective Date, for any reasonthe remaining term shall equal one year. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer___________________ during the Agreement Term, commencing January 31and the Executive hereby agrees to remain in the employ of the Company in such position during the Agreement Term. The Board may assign the Executive to a different position in the Company only with the consent of the Executive. The Executive may refuse to give his or her consent to any such assignment only if the Executive reasonably determines that such position would or is likely to result (i) in a diminution of the Executive's position, 2015 status, office, titles, or such other date as may be mutually agreed upon reporting requirements, or (ii) in the aggregate, in a diminution in the Executive's authority, duties, and responsibilities. This Agreement does not constitute a guarantee of continued employment but instead provides for certain rights and benefits for the Executive during employment, and in the event the Executive's employment with the Company terminates under the circumstances described herein. During the Agreement Term, while employed by the parties (the date of commencement of employmentCompany, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer Executive's main office shall be based at the Company’s 's headquarters in CambridgeOklahoma City, MAOklahoma. However, the Company is expected to establish operations in other locations within and outside of the United States of America, and, as part of the Executive's duties, the Executive may be required to travel to and work at other locations within and outside of the United States of America.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer shall devote her Executive's full business time, time energies and talents shall be devoted to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to in the extent that such activities do not materially inhibit position or prohibit the performance of the Officer’s duties under this Agreement or conflict positions determined in any material way accordance with the business of the Company or any subsidiaryparagraph (a) above.
(c) The Officer serves as a Section 16 officer of Executive agrees to perform the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by duties under this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties Agreement faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) Executive's Supervisor. The Executive's duties may include providing services for both the Company and the Board of Directors of Affiliates, as determined by the Company (Executive's Supervisor; provided that the “Board”). The Officer Executive shall not, without her the Executive's consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officerposition determined in accordance with paragraph (a) above. The Officer Executive shall report to the CEO Executive's Supervisor and shall have such authority, power, responsibilities and duties as are inherent in her position the positions (and the undertakings applicable to her positionthe positions) and necessary to carry out her the responsibilities and the duties required hereunder. The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees.
(d) Notwithstanding the foregoing provisions of her hereunderthis paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of the Executive's personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not, in the judgment of the Executive's Supervisor, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Affiliate; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Executive's Supervisor.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject Subject to the terms of this Agreement. The Officer acknowledges , the Executive shall not be required to perform services under this Agreement during any period that the Agreement does not constitute a contract of employment for any particular Executive is Disabled. During the period of time or impose on in which the Executive is Disabled, the Company any obligation may appoint a temporary replacement to retain assume the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the CompanyExecutive's responsibilities.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company ----------------------- shall be subject to the following:
(a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as the President and Chief Operating Officer as its of the Company and the Executive Vice President and Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties Operating Officer of LaSalle Re Holdings Limited (the date "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While During the Officer Agreement Term, while the Executive is employed by the Company, the Officer Executive shall devote her devote, subject to paragraph 1(f), his full business time, energies and talents to serving as its performing his duties under this Agreement.
(c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Medical OfficerExecutive Officer (the "CEO") of the Company. The Officer mayExecutive's duties may include providing services for the Company, howeverthe Holding Company, serve on outside Boardsand the Subsidiaries (as defined below), as determined by the CEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with his position at the Company. The Executive will have such authority and power as are inherent to the undertakings applicable to his position and necessary to carry out his responsibilities and the duties required of him hereunder.
(d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company).
(e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company.
(f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any subsidiarySubsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company.
(cg) The Officer serves Executive will be required to maintain a residence in Bermuda while employed by the Company.
(h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as a Section 16 officer provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the company subject Executive, then the Executive shall be deemed to have received written notice from the various regulatory filing responsibilities Company that must be met by directors, officers and principal stockholders as required by this section his Date of Termination is the Securities and Exchange Act date on which the termination or revocation of 1934, as amendedhis or her work permit is effective, and the related rules Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and regulations the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the Securities cost and Exchange Commission.
(d) The Officer agrees that she time of relocation shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and be determined by the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderCompany.
(ei) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Officer’s employment with the Company Executive shall be “at-will”considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, which means that either after reasonable accommodation, of performing his duties under this Agreement. In the Officer event of a dispute as to whether the Executive is Disabled, the Company may terminate refer the Officer’s employment same to a licensed practicing physician of the Company's choice, and the Executive agrees to submit to such tests and examination as such physician shall deem appropriate.
(j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the first anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any timetime on or after the first anniversary of the Effective Date, for any reasonthe remaining term shall equal one year. However, or for no reason, such additional day-to-day renewals may be terminated by providing either party be delivering written notice thereof of such termination to the other party, subject in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the terms other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement. The Officer acknowledges that the Agreement does not constitute , a contract Notice of employment for any particular period of time or impose on the Company any obligation to retain the Officer Termination, as an employee. If the Officer’s employment with the Company terminates for any reasondescribed in paragraph 3(i), the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees be a notice to promptly execute resignation letters documenting such resignations upon the request of the Companyterminate day-to-day renewals.
(fk) The Officer agrees to abide by For purposes of this Agreement, the reasonable and lawful rules, regulations, instructions, personnel practices and policies term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the Company and any changes therein which may be adopted from time total combined voting power of all classes of stock (or other ownership interest) entitled to time vote is owned, directly or indirectly, by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical OfficerVice President, commencing January 31, 2015 or such other date Administration during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical OfficerCompany President. The Officer mayExecutive’s duties shall include providing services for both the Company and its Affiliates (as used herein, howeverCompany shall mean and include the Company and all of its Affiliates); provided, serve that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President, Administration. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its Chief Medical Officer, commencing January 31, 2015 or such other date Communications Officer during the Agreement Term (as may be mutually agreed upon by defined below) and the parties (Executive hereby agrees to remain in the date employ of commencement of employment, the “Effective Date”). In addition, Company during the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MAAgreement Term.
(b) While The Executive agrees that he shall perform his duties faithfully and efficiently subject to the Officer is employed by direction of the CompanyCompany President. The Executive’s duties shall include providing services for both the Company and its Affiliates (as used herein, Company shall mean and include the Officer Company and all of its Affiliates); provided, that the Executive shall devote her full business timenot, energies and talents to serving as its without his consent, be assigned tasks that would interfere or be inconsistent with those of Chief Medical Communications Officer. The Officer mayExecutive will have such authority, howeverpower, serve responsibilities and duties as are traditional and inherent to his position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term the Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other profit or not-for-profit organizations, and similar activities, to the extent that such other activities do not materially not, in the judgment of the Company President, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer President indicating the nature of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by activities falling within this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commissionprovision.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject Subject to the directions terms of this Agreement, the Chief Executive Officer shall not be required to perform services under this Agreement during any period that he is Disabled (“CEO”) and the Board of Directors of the Company (the “Board”as defined in paragraph 3(b). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder).
(e) The Officer’s employment with the Company “Agreement Term” shall be “at-will”the period beginning on the Effective Date and ending on November 30, which means that either the Officer 2008. On each anniversary of the Company may terminate the Officer’s employment at any timeEffective Date, this Agreement shall automatically be extended for any reasonan additional one-year period, or for no reason, by providing unless either party to this Agreement provides notice thereof of non-renewal to the other party, subject to party at least 6 months before any anniversary of the terms Effective Date. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Companyparagraph 1(e).
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The Officer’s Executive's employment with the Company shall be subject to the following:
(a) Subject to The Company, on the terms Effective Date of this AgreementApril 24, the Company 1997, hereby agrees to employ the Officer Executive as its President and Chief Medical Operating Officer. It is the intent of the Board of Directors of the Company (the "Board") that on or before December 31, 1997, it will consider, but shall not be obligated to employ the Executive as President and Chief Executive Officer, commencing January 31and to elect the Executive to be a member of the Board. The Company agrees to promptly take all necessary action to execute the terms of this agreement. Should, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employmentfor some unforeseen reason, the “Effective Date”)Company not create these titles, this agreement shall nevertheless bind the Company. In additionExecutive shall have those duties generally associated with a chief operating officer position including, without limitation, direct responsibility for the day to day operations of the entire company. Material to the Company in agreeing to employ the Executive in these positions is the Executive's representation of his skills, abilities and background including, but not limited to, the Officer shall serve Executive's education and employment as Chief Medical Officer such is set forth in the Executive's resume and in the letter of InVivo Therapeutics Corporation, introduction from Fergxxxx Partners which were submitted to the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While The Executive agrees that he shall perform his duties, as such are described in the Officer is employed by bylaws of the Company, faithfully, diligently and efficiently. The Executive will have such authority and power as are inherent to his position as set forth in the Officer bylaws of the Company.
(c) The Executive shall devote her his full business time, energies and talents to serving in the positions which he may hold pursuant to paragraph 1(a). Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term (as its Chief Medical Officer. The Officer maydefined below), howeverthe Executive may devote reasonable time to activities other than those required under this Agreement, serve including activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on outside Boardsthe boards of directors of other organizations, and similar type activities, to the extent that such other activities do not materially not, in the judgement of the Board, inhibit or prohibit the performance of the Officer’s Executive's duties under this Agreement Agreement, or conflict in any material way with the business of the Company Company; provided, however, that the Executive shall not serve on the board of any business, or hold any subsidiary.
(c) The Officer serves as a Section 16 officer other position with any business without the prior written consent of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange CommissionBoard.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Performance of Services. The OfficerExecutive’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer Executive as its chief executive officer, with the titles of President and Chief Medical OfficerExecutive Officer during the Agreement Term (as defined below), commencing January 31and the Executive hereby agrees to accept such employment during the Agreement Term. During the Agreement Term, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer while he is employed by the Company, the Officer Executive shall be nominated for election to the Board of Directors of the Company (the “Board”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(h)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall be the period beginning on the Effective Date and ending on December 31, 2012. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2012 or by October 1 of any succeeding year, if applicable, except that upon a Change in Control (as defined in paragraph 4(d)) the remaining Agreement Term shall be 24 months from the date the Change in Control occurred.
(b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her his full business time, energies and talents to serving as its President and Chief Medical Executive Officer.
(c) The Executive agrees that he shall perform his duties faithfully and to the best of his abilities subject to the directions of the Board. The Officer mayExecutive’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, serve on outside Boardsthat the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).
(d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including management of his personal investments and activities involving professional, charitable, educational, religious and similar types of organizations, to the extent that such other activities do not materially not, in the reasonable judgment of the Board, inhibit or prohibit the performance of the OfficerExecutive’s duties under this Agreement Agreement, or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer Subsidiary; provided, however, that the Executive shall obtain approval of the company subject Board prior to nomination or seeking election to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section board of the Securities and Exchange Act directors of 1934, as amendedany other company, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she such approval shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, not be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunderunreasonably withheld.
(e) The OfficerCompany shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be “at-will”required to pay any amounts under this paragraph except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company. The Executive will be covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any action may be brought against the Executive related to the matters above, which means that either the Officer of so long as the Company may terminate the Officer’s employment at any time, maintains such coverage for any reason, director or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Officer shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Officer hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company.
(f) The Officer agrees to abide by the reasonable and lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.
Appears in 1 contract
Samples: Employment Agreement (Strategic Hotels & Resorts, Inc)